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BANCROFT FUND LTD.
ELLSWORTH FUND LTD.
(THE “FUNDS”)
AMENDED AND RESTATED
GOVERNANCE COMMITTEES CHARTER
(Amended effective July 15, 2011)
1. Membership; Qualifications.
a. Each member of the Governance Committees (the “Committees”) shall be
free of any material relationship with the Funds that, in the opinion of
the Boards of Trustees of the Funds (the “Boards”), would interfere with
his or her individual exercise of independent judgment.
b. No member of the Committees shall, other than in his or her capacity as
a member of the Committees, the Boards, or any other Board committee,
accept directly or indirectly any consulting, advisory, or other
compensatory fee from the Funds or any subsidiary of the Funds, provided
that, unless the rules of the NYSE Amex (“AMEX”) provide otherwise,
compensatory fees do not include the receipt of fixed amounts of
compensation under a retirement plan (including deferred compensation)
for prior service with the Funds (provided that such compensation is not
contingent in any way on continued service).
c. No member of either of the
Committees shall be an “interested person” of any of the Funds as
defined in section 2(a)(19) of the Investment Company Act of 1940, as
amended (the “1940 Act”).
2. Purposes. The purposes of the Committees are:
a. to nominate persons for election or appointment
as trustees (i) to fill vacancies which, from time to time, may occur in
the Boards and (ii) for election by shareholders of Funds at meetings
called for the election of trustees;
b. to nominate persons for appointment as members of each committee of the
Boards, including without limitation the Committees, the Audit
Committees, and the Pricing Committees;
c. to review from time to time, the compensation, if any, payable to the
trustees of the Funds and to make recommendations to the Boards with
respect thereto;
d. to review and evaluate from time to time , the functioning of the
Boards and the various committees of the Boards and to make
recommendations to the Boards with respect thereto;
e. to oversee the selection of independent legal counsel to the
independent trustees; and
f. to monitor the performance
of independent legal counsel employed by the Funds and the independent
trustees.
3. Duties and Powers. To carry out their purposes, the
Committees shall have the following duties and powers:
a. to nominate persons to serve on the Boards.
i. The Committees shall make nominations for
trustee membership on the Boards. If members of the Committees do not
unanimously agree to nominate an incumbent trustee for re-election to
the Boards, the Committees shall submit the issue of nomination of such
person for re-election to the independent trustees as a group.
ii. Evaluation by the Committees of a person as a potential nominee to serve as a trustee,
including a person nominated by a shareholder, should result in the following findings by
the Committees:
A. with respect to the nomination of
independent trustees only, upon advice of independent legal counsel to the independent
trustees, that the person will qualify as a trustee who is not an “interested
person” of the Funds (an “independent trustee”), and that the person is otherwise qualified under the
1940 Act to serve as a trustee of the Funds;
B. with respect to the nomination of independent trustees only, that the person is free of
any material relationship with the Funds (other than as a shareholder of the Funds), that
would interfere with the exercise of independent judgment;
C. that the person is willing to serve, and willing and able to commit the time necessary
for the performance of the duties of a trustee;
D. that the person can make a positive contribution to the Boards and the Funds, with
consideration being given to the person’s education, business experience, and such
other factors as the Committees may consider relevant;
E. that the person is of good character and high integrity;
F. that the person has desirable personality traits including independence, leadership and
the ability to work with the other members of the Boards;
G. that the person is not an AMEX employee or floor member; and
H. that the composition of the Boards is diverse as to educational background,
skills, business
experience, viewpoints, occupation, gender, and race.
iii. The Committees shall consider nominees recommended by a
shareholder to serve as trustee, provided: (i) that such person is a
shareholder of record both at the time he or she submits the names of
such nominees and at the time of the meeting of shareholders at which
trustees will be elected; (ii) that such shareholder is entitled to vote
at such meeting; and (iii) that the Committees shall make the final determination of
persons to be nominated. The Committees shall evaluate nominees
recommended by a shareholder to serve as trustee in the same manner as
they evaluate nominees identified by the Committees.
Shareholders recommending a nominee shall
provide the Committees with information regarding the recommended
nominee sufficient for the Committees to make the findings set forth in
Section 3.a.ii.
b. to nominate trustees to serve on the Funds’ committees.
i. The Committees shall make nominations for membership on all
committees and shall review and recommend committee assignments at least annually.
ii. Evaluation by the Committees of a person as a potential committee member shall include
the factors set forth above under Section 3.a.ii. to the extent that such factors are
applicable or relevant, as well as any qualifications as may be set forth in the charter
of the applicable committee.
c. to review as necessary the responsibilities of any committees
of the Board, whether there is a continuing need for each committee, whether there is a
need for additional committees of the Board, and whether committees should be combined or
reorganized. The Committees shall make recommendations for any such action to the full
Board. Any proposed changes shall be approved by the full Board as well as a majority of
the independent trustees.
d. to review the composition of the Boards periodically to determine whether it may be
appropriate to add individuals with different backgrounds or skills from those already
on the Boards.
e. to review trustee compensation periodically and recommend any appropriate changes to
the independent trustees as a group.
f. to consider and oversee the selection of independent legal counsel to the independent
trustees and recommend such counsel to the independent trustees. In making such selection
the Committees shall examine and monitor such independent legal counsel’s client relationships in
order to ascertain continued independence.
g. to monitor the performance of independent legal counsel employed by the Funds and the
independent trustees, and supervise counsel for the independent trustees.
4. Meetings. The Committees may meet either on their own or
in conjunction with meetings of the full Boards. Meetings of the Committees may be held in
person or by conference telephone. Where appropriate, the Committees may take action by
unanimous written consent in lieu of a meeting.
5. Attendance at Annual Meetings of Shareholders. Trustees are encouraged but not
required to attend annual meetings of shareholders.
6. Authority; Funding. The Committees shall have the resources and authority
appropriate to discharge their responsibilities, including authority to retain special
legal counsel and other experts or consultants at the expense of the appropriate Fund(s).
7. Self-Evaluation Function. The Committees shall consider, oversee and implement
an annual self-evaluation of the performance of the Boards and all committees of the
Boards. Such self-evaluation shall include a consideration of the effectiveness of the
committee structure of the Boards and the number of funds on whose Boards each trustee
serves. [Rule 0-1(a)(7)(v) of the 1940 Act]
8. Requirement for and Selection of Independent Legal Counsel. The Committees shall
consider and oversee the selection of independent legal counsel as such term is defined in
Rule 0-1 under the 1940 Act (“Independent Legal Counsel”). [Rule 0-1(a)(7)(iii)
of the 1940 Act]
9. Good Faith Reliance. In performing their duties under this Charter, members of
the Committees shall be entitled to rely in good faith on the records of the Funds and on such information, opinions, reports and statements presented to the Committees by the
officers and employees of the Funds and of Dinsmore Capital Management Co.
10. Review of Charter. The Committees shall review this Charter at least annually
and recommend any changes to the full Boards. This Charter may be amended only by approval
of the full Boards, and a majority of the independent trustees.
11. Maintenance of Charter. Each Fund shall maintain and preserve in an easily
accessible place a copy of this Charter and any modification to this Charter.
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